Crane Harbor Acquisition Corp-A SEC Filings

Crane Harbor Acquisition Corp. filed a current report stating it has made available to holders of its Class A ordinary shares a PFIC Annual Statement for fiscal year 2025. The company explains it may be treated as a passive foreign investment company for U.S. tax purposes and provides data to support a Qualified Electing Fund election.

The statement shows ordinary earnings of $0.0011219650 per share and no net capital gains, cash distributions, or property distributions for 2025. Shareholders are reminded that any QEF election is optional, must be made individually on IRS Form 8621, and may not be recognized for state tax purposes.

Xanadu Quantum Technologies Limited is completing a de-SPAC arrangement whereby newly formed NewCo will acquire Xanadu and Crane Harbor and list subordinate voting shares on the Nasdaq and the TSX. NewCo is expected to be capitalized with approximately US$500 million in gross proceeds, comprising US$225 million from Crane Harbor’s trust account and US$275 million from committed private placement investors, assuming no redemptions. Employees were provided an equity FAQ noting an administrative cap-table freeze and that the last day to exercise vested options prior to going public is March 16, 2026 at 5pm EST.

Xanadu Quantum Technologies and Crane Harbor announced the SEC has declared effective their joint Form F-4 registration statement. The companies will submit the proposed business combination to shareholders at a special meeting on March 19, 2026, with closing expected in Q1 2026, subject to customary closing conditions and stock exchange approvals for listings on the Toronto Stock Exchange and the Nasdaq Stock Market.

The transaction is expected to provide approximately US$500 million in gross proceeds assuming no redemptions, comprising about US$225 million from Crane Harbor’s trust account and US$275 million from committed private placement investors.

Crane Harbor Acquisition Corp. is asking shareholders to approve a business combination with Xanadu Quantum Technologies via a plan of arrangement that includes SPAC continuance from the Cayman Islands to Ontario and the issuance of NewCo multiple voting and subordinate voting shares, subject to court and shareholder approvals.

The proxy/prospectus includes a prospectus for 515,387,046 NewCo Class A Multiple Voting Shares and 79,747,482 NewCo Class B Subordinate Voting Shares, describes a PIPE at $10.00 per share, and discloses Sponsor economic interests including 7,333,333 Founder Shares purchased for approximately $25,000 and potential working capital loans up to $2,500,000.

Xanadu Quantum Technologies Limited is pursuing a proposed business combination with Crane Harbor Acquisition Corp. that values the company at $3 billion pre-money and ~$3.1 billion pro forma, with an expected ~$3.6 billion market cap. The transaction is anticipated to raise $500 million in gross proceeds ($225 million from the SPAC trust and a $275 million PIPE). The parties say the merger remains pending, a Form F-4 registration statement will be filed, and the combined company will solicit Crane Harbor shareholder votes in connection with the proposed transaction.

The discussion highlights Xanadu’s photonic hardware, its Penny Lane software (used at over 150 universities and across multiple platforms), strategic partners including AMD, and management’s intent to use public capital to scale hardware, commercialize software, hire talent, and build a quantum data center starting in Toronto.

Xanadu Quantum Technologies Limited issued a press release announcing a collaborative pre-print with Mitsubishi Chemical describing novel quantum simulation algorithms for modeling radiation-induced blurring in EUV lithography. The paper targets execution on early fault-tolerant quantum computers and reports algorithms aiming to run with fewer than 500 qubits.

The release also discloses a proposed business combination with Crane Harbor Acquisition Corp. that is expected to capitalize the combined company with approximately $500 million in gross proceeds, comprising about $225 million from Crane Harbor’s trust account and $275 million from committed private placement investors, assuming no redemptions. The combined company is expected to seek listing on Nasdaq and the Toronto Stock Exchange.

Xanadu Quantum Technologies Inc. announced the integration of its open-source PennyLane library and Catalyst compiler with the Munich Quantum Toolkit (MQT), enabling a single-line user interface to access advanced compilation and verification tools from TUM and MQSC.

The release also reiterates a proposed business combination with Crane Harbor Acquisition Corp., which would create Xanadu Quantum Technologies Limited (NewCo) expected to receive approximately $500 million in gross proceeds, comprising $225 million from Crane Harbor’s trust account and $275 million from committed private placement investors, assuming no redemptions.

Xanadu Quantum Technologies Limited announced a proposed business combination with Crane Harbor Acquisition Corp. The combined company, to be called Xanadu Quantum Technologies Limited (NewCo), is expected to be capitalized with approximately $500 million in gross proceeds, including $225 million from Crane Harbor’s trust account and $275 million from a committed private placement.

The transaction will be submitted to Crane Harbor and Xanadu shareholders and is being documented in a jointly filed Form F-4 registration statement and proxy statement/prospectus. The parties expect NewCo to list on Nasdaq and the Toronto Stock Exchange; timing and closing are subject to customary approvals.

Xanadu and Crane Harbor outline post‑merger board and financing details for a proposed business combination. The release nominates Glenda Dorchak, Eliot Pence, Michelle Reynolds and The Hon. Heidi Shyu to the board of the post‑merger public company, Xanadu Quantum Technologies Limited (NewCo), alongside Christian Weedbrook and Bill Fradin.

NewCo is expected to trade under the ticker XNDU on the Nasdaq and the Toronto Stock Exchange and the transaction is expected to close in the first quarter of 2026, subject to the Registration Statement being declared effective by the SEC, stock exchange approvals, shareholder votes and customary closing conditions. The combined company is expected to be capitalized with approximately $500 million in gross proceeds, including about $225 million from Crane Harbor’s trust account and $275 million from a committed private placement.